SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 27, 2017, between Envoy Group Corp., a Florida corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
This SECURITY AGREEMENT, dated as of November [27], 2017 (this “Agreement”), is among Envoy Group Corp., a Florida corporation (the “Company”), any subsidiary and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and the holders of the Notes (as defined below), the Conversion Shares (as defined below), the Warrants (as defined below), the Warrant Shares (as defined below), and the Restricted Shares (as defined below), their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT ENVOY GROUP CORP.Black Cactus Global, Inc. • December 15th, 2017 • Services-nursing & personal care facilities
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Bellridge Capital, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 27, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the fourth (4th)-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Envoy Group Corp., a Florida corporation (the “Company”), up to 7,894,7371 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSIDIARY GUARANTEESubsidiary Guarantee • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
This SUBSIDIARY GUARANTEE, dated as of November [27], 2017 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among Envoy Group Corp., a Florida corporation(the “Company”) and the Secured Parties.
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER [27], 2018Black Cactus Global, Inc. • December 15th, 2017 • Services-nursing & personal care facilities • New York
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of Envoy Group Corp., a Florida corporation, (the “Company”), having its principal place of business at 8275 S. Eastern Avenue, Suite 200, Las Vegas, NV 89123, designated as its Senior Secured Convertible Promissory Note due November [27], 2018 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of even date herewith, between the Company and the Purchaser (the “Purchase Agreement”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 15th, 2017 • Black Cactus Global, Inc. • Services-nursing & personal care facilities • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of November [27], 2017, by Envoy Group Corp., a Florida corporation (the “Grantor”), in favor of Bellridge Capital, L.P., as collateral agent (the “Collateral Agent”) for the secured parties referred to below.
